Sales With No Change of Ownership

FEBRUARY 5, 1913.

Resolved, That no Stock Exchange member or member of a Stock Exchange firm shall give, or with knowledge execute, orders for the purchase or sale of securities which would involve no change of ownership.

The punishment for this offense shall be as prescribed in Section 8 of Article XXIII of the Constitution regarding fictitious transactions.

RULES OF COMMITTEE ON STOCK LIST OF NEW YORK STOCK EXCHANGE.

NEW YORK STOCK EXCHANGE.

JULY 1, 1912.

This Committee will meet on Mondays at 3:30 P. M.

An application signed by an executive officer of a corporation must be filed with the Secretary of the Stock Exchange, and on notice six additional printed or typewritten copies must be filed on or before the Wednesday prior to date set for consideration.

Every application must be accompanied by a check for Fifty Dollars for each $1,000,000, or portion thereof, of the par value of each class of security. Checks should be drawn to the order of "Treasurer of the New York Stock Exchange."

REQUIREMENTS FOR ORIGINAL LISTINGS.

RAILROAD CORPORATIONS.

Application for an original listing of the capital stock of railroad corporations shall recite the title of the corporation, date of organization and authority for same; special rights or privileges under charter; amount of capital stock authorized, issued, and applied for; par value; rate of dividend; voting power; whether capital stock is full paid and non-assessable; whether personal liability attaches to ownership; whether preferred stock authorized, whether cumulative or non-cumulative; preference as to dividends and distribution of assets; location and route of road; description of property and total mileage in operation; contemplated extensions; total equipment; amount of mortgage lien, amount of other indebtedness or liability, jointly or severally, for leases, guarantees, rentals and car trusts, and terms of payment thereof; distribution of securities; application of proceeds; income account for one year and balance sheet of recent date; name and location of transfer agent and registrar; address of main office of corporation; list of officers and directors (classified); date and place of annual meeting; end of fiscal year.

Application for bonds shall recite in addition the full title; denominations; amount authorized, outstanding, applied for, with numbers, and authority for issue; date and maturity; rates of interest, when and where payable; distribution; names of trustees; redemption by sinking fund or otherwise; terms of exchange or convertibility into other securities; whether issued only in coupon form, registerable as to principal, or fully registered, or both, and if the latter, whether interchangeable; purposes of issue and application of proceeds; terms

of issue of additional amounts; trustees' obligation to declare principal and interest due and payable in event of default, and restrictions or limitations of unusual character; a tabulated list of properties owned, leased and operated, showing those covered by the mortgage or other indenture under which the bonds are issued; those covered by prior liens; indebtedness of leased companies or companies controlled by ownership of bonds and stocks, and the amount of such bonds and stocks owned, authorized, issued, assumed, guaranteed, or deposited as collateral.

If bonds are convertible into stock, file certified copy of the action of stockholders and directors authorizing issue and reservation of stock to be held specifically for such conversion.

When bonds are issued to replace other liens, the Committee will require evidence of the satisfaction of such liens, or a certificate of trustee that prior lien bonds are held under the terms of the mortgage or indenture.

A copy of the mortgage or indenture must be furnished, including a certificate from the County Clerk in each county in which the mortgaged property is located, that the mortgage or indenture has been recorded in such county. Should the laws of the State not require a record to be made in the several counties, a copy of certificate of the Secretary of the State, showing the legal record, shall be filed with the copy of mortgage or indenture. This copy must be certified by the Trustee to be a true copy.

When a mortgage or indenture provides that bonds may be issued interchangeably in coupon and registered form, each registered bond issued thereunder shall bear a legend reciting the number or numbers of the coupon bond or bonds reserved for exchange of such registered' bond in substantially the following form:

The within bond is issued in lieu of or in exchange for (a) coupon bond(s), numbered ...... ..for $1,000 (each, none of) which bond (s) is (not) contemporaneously outstanding, and (a) coupon bond (s) bearing the said serial number(s) will be issued in exchange for this bond upon its surrender and cancellation.

A registered bond not interchangeable shall bear the following:

The within bond is issued in lieu of or in exchange for (a) coupon bond(s), numbered ...... ..for $1,000 (each, none of) which bond (s) is (not) contemporaneously outstanding.

The Committee recommends that when fully registered bonds are to be issued, they shall be made interchangeable with coupon bonds.

When mortgages or indentures provide for the issuance of coupon bonds of the denomination of 100 dollars, the Committee recom

mends that any ten such bonds be exchangeable into coupon bonds for 1,000 dollars each, and that each unit consisting of ten 100 dollar bonds bear a number together with an affix letter (A to J) representing a 1,000 dollar bond reserved for exchange, and that each 100 dollar bond bear the following legend:

For this bond and nine other bonds of the same denomination and serial number, bearing affixed letters A to J, a coupon bond for $1,000 is held in reserve and is not contemporaneously outstanding, and on the surrender and cancellation of ten $100 bonds of said series a coupon bond for $1,000 will be issued in exchange therefor bearing the lowest serial number reserved for such purpose.

When bonds are to be denominated in foreign moneys, the Committee recommends that the standard of value in United States gold coin be stated, and that the text of all such bonds be in the English language with the foreign text in a parallel column. The English text shall govern the interpretation in all such issues.

(For papers and agreements to be filed, see pages 156 and 157.

CORPORATIONS OTHER THAN RAILROADS

Application for an original listing of securities of corporations other than railroads shall recite the title of the corporation, date of organization and authority for same; amount of capital stock authorized, issued and applied for; par value; rate of dividend; voting power; whether capital stock is full paid and non-assessable; whether personal liability attaches to ownership; whether preferred stock is authorized, whether cumulative or non-cumulative; preference as to dividends and distribution of assets, and redemption; whether an original organization or a consolidation of several previously existing firms or corporations; if a consolidation, a concise history of its organization, and the names and locations of constituent companies owned in entirety or otherwise, and amounts of authorized, issued and owned stocks of same; full description of the property, real, personal and leased; real estate owned in fee, acreage and location, and the character of buildings thereon; nature and character of product; business to be transacted; duration of charter and charters of subsidiary companies; special rights and privileges conveyed to the corporation under its charter, or to directors under by-laws; income account for one year and balance sheet of recent date; name and location of transfer agent and registrar; address of main office of corporation; list of officers and directors (classified); date and place of annual meeting; end of fiscal year.

For bond listings the requirements are substantially the same as for bonds of railroad corporations, page 156.

(For papers and agreements to be filed, see pages 156 and 157.